0001104659-02-002548 Sample Contracts

AGREEMENT
Agreement • May 15th, 2002 • Teraglobal Communications Corp • Telegraph & other message communications

AGREEMENT (this “Agreement”), dated as of May 14, 2002, between Wave Three Software, Inc., a Delaware corporation (“Wave3”), and TeraGlobal Communications, Corp., a Delaware corporation (“TeraGlobal”).

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AMENDMENT OF CONVERTIBLE PROMISSORY NOTES
Convertible Promissory Notes • May 15th, 2002 • Teraglobal Communications Corp • Telegraph & other message communications

Amendment of Convertible Promissory Notes (this “Amendment”), dated as of May 14, 2002, among TeraGlobal Communications Corp., a Delaware corporation (the ”Company”), WallerSutton 2000, L.P., a Delaware limited partnership (“WallerSutton”), Spencer Trask Investment Partners, LLC, a Delaware limited liability company (“Spencer Trask”), and Lincoln Associates, LLC, a Delaware limited liability company (“Lincoln Associates,” and together with WallerSutton and Spencer Trask, the “Holders”).

ASSIGNMENT OF ASSETS AND
Assumption of Liabilities • May 15th, 2002 • Teraglobal Communications Corp • Telegraph & other message communications • California

This Assignment of Assets and Assumption of Liabilities Agreement (“Agreement”) is made and entered into as of May 14, 2002 by and between TeraGlobal Communications Corp., a Delaware Corporation (“TeraGlobal”), as assignor, and Wave Three Software, Inc., a Delaware Corporation (“Wave3”), as assignee, with respect to the following facts:

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